Payment Terms of Service

Last Updated on 28th August 2022

These Payments Terms of Service (“Payment Terms”) are a binding legal agreement between you and Numinous Holdings Ltd (“Winda Platform”). When these Payment Terms mention “Winda,” “we,” “us,” or “our,” it refers to Numinous Holdings Ltd.

Winda Platform provides payment services to Customers and Service Providers booking and listing of Accommodations, Activities, or transport. These payment services may include (if available) the following (collectively, “Payment Services”):

Collecting payments from Customers (“Incoming payments”) by charging the payment method associated with their Winda accounts, such as credit card, debit card, mobile payment account, bank account or PayPal account (“Payment Method”); Releasing payments to Service Providers (“Payout”) through their bank or mobile money accounts (“Payout Method”); Payment collection services; and In order to use the Payment Services, you must be at least 18 years old, must have a Winda account in good standing in accordance with the Winda Terms of Service (“Terms”), and must keep your payment and personal information accurate and complete.

1. Your use of the Payment Services

1.1 Verification. You authorize the Winda Platform, directly or through third parties, to make any inquiries we consider necessary to verify your identity and the information you provide. This may include (i) screening you against third-party databases or other sources, (ii) requesting reports from service providers, (iii) asking you to provide a form of government identification (e.g., driver’s license or passport), your date of birth, your address, and other information; or (iv) requiring you to take steps to confirm ownership of your email address, Payment Method(s) or Payout Method(s). Winda reserves the right to terminate, suspend, or limit access to the Payment Services in the event we are unable to obtain or verify any of this information.

1.2 Additional Terms. Your access to or use of certain Payment Services may be subject to or require you to accept additional terms and conditions. If there is a conflict between these Payment Terms and terms and conditions applicable to a specific Payment Service, the latter terms and conditions will take precedence with respect to your use of or access to that Payment Service, unless specified otherwise.

2. Customer Terms

2.1 Adding a Payment Method. When you add a Payment Method to your Winda account, you will be asked to provide billing information such as name, billing address, and financial instrument information either to Airbnb Payments or its third-party payment processor(s). You authorize Winda and its payment service providers to collect and store your Payment Method information.

2.2 Payment Method Verification. When you add or use a new Payment Method, Winda may verify the Payment Method by (i) authorizing your Payment Method for one or two nominal amounts via a payment service provider, and asking you to confirm those amounts, or (ii) requiring you to upload a billing statement. We may, and retain the right to, initiate refunds of these amounts from your Payment Method. When you add a Payment Method during checkout, we will automatically save and add that Payment Method to your Winda account so it can be used for a future transaction. You can remove the Payment Method from your Winda account as long as it is not associated with an active or future reservation.

2.3 Payment Authorization. You allow Winda to charge your Payment Method (including charging more than one payment method), either directly or indirectly, for all fees due (including any applicable taxes) in connection with your Winda account, including Damage Claim amounts in accordance with the Winda Terms of Service.

2.4 Automatic Update of Payment Method. If your Payment Method’s account information changes (e.g., account number, routing number, expiration date) as a result of re-issuance or otherwise, we may acquire that information from our financial services partners or your bank and automatically update your Payment Method on file.

2.5 Timing of Payment. Winda generally charges the Total Price due after the Service provider accepts your booking request. Winda may offer alternative options for the timing and manner of payment. Any additional fees for using those alternative payment options will be displayed via the Winda Platform and included in the Total Price, and you agree to pay such fees by selecting the payment option. Additional terms and conditions may apply for the use of an alternative payment option.

2.6 Currency. Airbnb Payments will process each transaction in the currency you select via the Winda Platform. The currencies available to make payments may be limited for regulatory or operational reasons based on factors such as your selected Payment Method or your country of residence. Any such limitations will be communicated via the Winda Platform, and you will be prompted to select a different currency or Payment Method. Certain fees may apply and the amount listed on your card statement may be different from the amount shown at checkout. For example, if you make a booking using a U.S. issued card, but select Euro as your currency, your payment may be processed outside the U.S., and banks and credit card companies may impose international transaction fees and foreign exchange fees. In addition, if you select to pay with a currency that is different than your Payment Method's billing currency, your bank or credit card company may convert the payment amount to your billing currency associated with your Payment Method, based on an exchange rate and fee amount determined solely by your bank. Winda is not responsible for any such fees and disclaims all liability in this regard. Please contact your bank or credit card company if you have any questions about these fees or the applicable exchange rate.

2.7 Booking Request Status. If a requested booking is declined because the service is not available, we will provide an alternative service for you to choose upon which you will be charged a new amount, if you wish to book the service. If you cancel the booking request before it is accepted by the Service Provider, or Winda cancels the booking, any amounts collected by Winda and due to you, will be refunded to you, and any pre-authorization of your Payment Method will be released (if applicable).

2.8 Payment Restrictions. Winda reserves the right to decline or limit payments that we believe (i) may violate Winda’s risk management policies or procedures, (ii) may violate these Payments Terms or the Terms, (iii) are unauthorized, fraudulent, or illegal; or (iv) expose you, Winda, or others to risks unacceptable to Winda.

2.9 Payment Service Providers. Payment Methods may involve the use of third-party payment service providers. These payment service providers may charge you additional fees when processing payments in connection with the Payment Services, and Winda is not responsible for any such fees and disclaims all liability in this regard. Your Payment Method may also be subject to additional terms of use. Please review them before using your Payment Method.

2.10 Your Payment Method, Your Responsibility. Winda is not responsible for any loss suffered by you as a result of incorrect Payment Method information provided by you.

2.11 Different Ways to Pay

2.11.1 Payment Plan Winda may make available to Customers the option to pay a portion of the booking’s Total Price at the time of booking and pay the remainder of the Total Price at a later time no later than 45 days prior to check-in (“Payment Plan”). Availability of this option may depend on the service provided. If you choose a Payment Plan, the Winda will notify you during check out of the amount, currency, and schedule of each payment due. On the following payment due date, Winda will automatically charge the original Payment Method you used to make the booking. If you make a modification to a booking made with a Payment Plan, Winda will notify you of the revised payment schedule, as applicable. If the modification increases your Total Price, you may be required to make an additional partial payment of the new Total Price at the time of the modification. You agree that by selecting a Payment Plan, you may not be able to pay for the booking with a different Payment Method or pursuant to a different payment schedule. If Winda is unable to collect your payment, we will notify you of such a declined payment, and require you to complete the payment using an alternative Payment Method within 48 hours of the notice. If you fail to complete the payment, you authorize Winda to cancel the booking on your behalf. If the booking is canceled, you will be refunded based on our cancellation policy. You acknowledge that you may incur fees for cancellations pursuant to the cancellation policy.

3. Service Provider Terms

3.1 Payment Collection. Winda may collect a portion or the Total Price of a booking at the time the Customer booking request is accepted by the Service Provider.

3.2 Valid Payout Method. In order to receive a Payout, you must have a valid Payout Method linked to your Winda.

3.3 Timing of Payout. Subject to and conditional upon successful receipt of the payments from the Customer, Winda will generally initiate Payouts to your selected Payout Method 72 hours after receipt of the Payment, this may be longer depending on the payout duration by Winda’s Payment Service Provider.

3.4 Payout. Your Payout for a booking will be the Total Price less applicable Winda commissions and fees like applicable taxes. In the event of cancellation of a confirmed booking, Winda will remit the amount you are due (if any) as provided in the Terms and applicable cancellation policy.

3.5 Payout Restrictions. Winda may temporarily place a hold, suspend, or cancel any Payout for purposes of preventing unlawful activity or fraud, risk assessment, security, or completing an investigation; or if we are unable to verify your identity, or to obtain or verify the requested information. Furthermore, Winda may temporarily place a hold on, suspend, or delay initiating or processing any Payout due to you under the Terms as a result of high volume Booking cancellations or modifications arising from a Force Majeure Event (as defined below).

3.6 Currency Conversion. Airbnb Payments will remit your Payouts in the currency you select. The currencies available may be limited for regulatory or operational reasons based on factors such as your selected Payout Method,or your country of residence. Any such limitations will be communicated by Winda, and you will be prompted to select a different currency or Payout Method. Note that payment service providers may impose transaction, currency conversion or other fees based on the currency or Payout Method you select, and Winda is not responsible for any such fees and disclaims all liability in this regard.

3.7 Payment Service Providers. Payout Methods may involve the use of third-party payment service providers. These payment service providers may charge you additional fees when processing Payouts in connection with the Payment Services (including deducting charges from the Payout amount), and Winda is not responsible for any such fees and disclaims all liability in this regard. Your Payout Method may also be subject to additional terms of use. Please review them before using your Payout Method.

3.8 Handling of Funds. Winda may combine amounts that it collects from Customers and invest them as permitted under applicable laws. Winda will retain any interest it earns on those investments.

3.9 Your Payout Method, Your Responsibility. Winda is not responsible for any loss suffered by you as a result of incorrect Payout Method information provided by you.

4. Collections

4.1 If Winda is unable to collect any amounts you owe under the Terms and these Payments Terms, we may engage in collection efforts to recover such amounts from you.

4.2 Winda will deem any owed amounts overdue when: (a) for authorized charges, fourteen (14) days have elapsed after Winda first attempts to charge your Payment Method and (b) for withholdings from a service provider’s future Payouts, sixty (60) days have elapsed after the adjustment is made to the Service Provider’s account or the associated services have been provided, whichever is later.

4.3 You hereby explicitly agree that all communications in relation to amounts owed will be made by electronic mail or by phone, as provided to Winda by you. Such communications may be made by Winda, or by anyone on their behalf, including but not limited to a third-party collection agent.

5. Payment Processing Errors

5.1 Winda will take the necessary steps to rectify any payment processing errors that we become aware of. These steps may include crediting or debiting (as appropriate) the original Payout Method or Payment Method used or selected by you so that you end up receiving or paying the correct amount. This may be performed by Winda or a third party such as your financial institution. We may also take steps to recover funds sent to you in error (including but not limited to an event of duplicate payments made to you due to a processing error), by reducing, setting off, and/or debiting the number of such funds from any future Payouts owed to you.

5.2 To the extent you receive any funds in error, you agree to immediately return such funds to Winda.

6. Refunds

6.1 Any refunds or credits due to a Member pursuant to the Terms, Cancellation Policy will be initiated and remitted by Winda in accordance with these Payments Terms.

6.2 Winda will initiate the refund process immediately. In certain instances, the refund process may include the option to receive credit in lieu of a cash refund; if this option is made available to you, the timing of your refund will be communicated via the Winda Platform. The time it takes to receive any cash refund or for any pre-authorization of your Payment Method to be released will vary based on the Payment Method and any applicable payment system (e.g., Visa, Mastercard, etc.) rules. In the event of a Force Majeure Event that may affect the processing and settlement of refunds, Winda will initiate and process the refund as soon as practicable.

7. Damage Claims and Damage Amounts

7.1 If Winda determines that you are responsible for Damage Claim amounts, pursuant to the Terms, you authorize Winda to charge the Payment Method used to make the booking in order to collect Damage Claim amounts, up to a maximum amount as set by Winda that may vary by country/region. If Winda is unable to collect from the Payment Method used to make the booking, you agree that Winda may charge any other Payment Method on file in your Winda account at the time of the Damage Claim (unless you have previously removed the authorization to charge such Payment Method(s)).

7.2 You agree that Winda may seek to recover from you under any insurance policies you maintain and that Winda may also pursue against you any remedies it may have available, including, but not limited to, referral to a collections agency, or pursuit of causes of action or claims against you, including in relation to a Damage Claim, or payment requests made by Service Providers.

8. Prohibited Activities

8.1 You are solely responsible for compliance with any and all laws, rules, regulations, and tax obligations that may apply to your use of the Payment Services. In connection with your use of the Payment Services, you may not and you agree that you will not and will not assist or enable others to:

breach or circumvent any applicable laws or regulations;

breach or circumvent any agreements with third parties, third-party rights, or the Terms, Additional Legal Terms, Policies, or Standards;

use the Payment Services for any commercial or other purposes that are not expressly permitted by these Payments Terms;

register or use any Payment Method or Payout Method with your Winda account that is not yours or you do not have the authorization to use;

avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by Winda or any of Winda’s providers or any other third party to protect the Payment Services;

take any action that damages or adversely affects, or could damage or adversely affect, the performance or proper functioning of the Payment Services;

attempt to decipher, decompile, disassemble, or reverse engineer any of the software used to provide the Payment Services; or

violate or infringe anyone else’s rights or otherwise cause harm to anyone.

9. Force Majeure

Winda shall not be liable for any delay or failure to fulfill any obligation under these Payments Terms resulting from causes outside the reasonable control of Winda, including, but not limited to, acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, epidemics or disease, strikes or shortages of transportation facilities, fuel, energy, labor or materials (“Force Majeure Event”).

10. Disclaimers

10.1 If you choose to use Winda’s Payment Services, you do so voluntarily and at your sole risk. To the maximum extent permitted by law, the Payment Services are provided “as is”, without warranty of any kind, either express or implied.

10.2 Notwithstanding Winda’s appointment as the limited payment collection agent of Service Providers, Winda explicitly disclaims all liability for any act or omission of any Customer or other third party. Winda does not have any duties or obligations for each Service Provider except to the extent expressly set forth in these Payments Terms, and any additional duties or obligations as may be implied by law are, to the maximum extent permitted by applicable law, expressly excluded.

10.3 If we choose to conduct identity verification on any Customer, to the extent permitted by applicable law, we disclaim warranties of any kind, either express or implied, that such checks will identify prior misconduct by a Customer or guarantee that a Customer will not engage in misconduct in the future.

10.4 The foregoing disclaimers apply to the maximum extent permitted by law. You may have other statutory rights or warranties which cannot lawfully be excluded. However, the duration of any statutorily required warranties shall be limited to the maximum extent (if any) permitted by law.

11. Liability

11.1 You acknowledge and agree that, to the maximum extent permitted by law, the entire risk arising out of your access to and use of Winda’s Payment Services remains with you. If you permit or authorize another person to use your Winda account in any way, you are responsible for the actions taken by that person. Neither Winda nor any other party involved in creating, producing, or delivering the Payment Services will be liable for any incidental, special, exemplary, or consequential damages, including lost profits, loss of data or loss of goodwill, service interruption, computer damage or system failure or the cost of substitute products or services, or for any damages for personal or bodily injury or emotional distress arising out of or in connection with (i) these Payments Terms, (ii) from the use of or inability to use the Payment Services, or (iii) from any communications, interactions, or meetings with other Customer or other persons with whom you communicate, interact, transact, or meet with as a result of your use of the Payment Services, whether based on warranty, contract, tort (including negligence), product liability, or any other legal theory, and whether or not Winda has been informed of the possibility of such damage, even if a limited remedy set forth herein is found to have failed of its essential purpose. Except for our obligations to pay amounts to applicable Service Providers pursuant to these Payments Terms, in no event will Winda aggregate liability arising out of or in connection with these Payments Terms and your use of the Payment Services including, but not limited to, from your use of or inability to use the Payment Services, exceed (i) the amounts you have paid or owe for bookings via the Winda Platform as a Customer in the twelve (12) month period prior to the event giving rise to the liability, or if you are a Service Provider, the amounts paid by Winda to you in the twelve (12) month period prior to the event giving rise to the liability, or (ii) one hundred U.S. dollars (US$100), if no such payments have been made, as applicable. The limitations of damages set forth above are fundamental elements of the basis of the bargain between Winda and you. Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so the above limitation may not apply to you. If you reside outside of the U.S., this does not affect Winda’s liability for death or personal injury arising from its negligence, nor for fraudulent misrepresentation, misrepresentation as to a fundamental matter, or any other liability which cannot be excluded or limited under applicable law.

12. Indemnification

To the maximum extent permitted by applicable law, you agree to release, defend (at Winda’s option), indemnify, and hold Winda and its affiliates and subsidiaries, and their officers, directors, employees, and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (i) your breach of these Payments Terms; (ii) your improper use of the Payment Services; (iii) your failure, or our failure at your direction, to accurately report, collect or remit taxes; or (iv) your breach of any laws, regulations, or third-party rights.

13. Modification, Term, Termination, and other Measures

13.1 Modification. Except as otherwise required by applicable law, Winda may modify these Payments Terms at any time. If we make material changes to these Payment Terms, we will post the revised Payment Terms on the Winda Platform and update the “Last Updated” date at the top of these Payment Terms. If you are affected by the modification, we will also provide you with notice of the modifications at least thirty (30) days before the date they become effective.

13.2 Term. This agreement between you and Winda reflected by these Payment Terms is effective when you create a Winda account or use the Payment Services and remains in effect until either you or we terminate this agreement.

13.3 Termination. You may terminate this agreement at any time by sending us an email or by deleting your Winda account. Terminating this agreement will also serve as notice to cancel your Winda account pursuant to the Terms. Without limiting our rights specified below, Winda may terminate this agreement for convenience at any time by giving you thirty (30) days notice via email to your registered email address. Winda may also terminate this agreement immediately without notice if (i) you have materially breached your obligations under this agreement; (ii) you have provided inaccurate, fraudulent, outdated, or incomplete information; (iii) you have violated applicable laws, regulations, or third-party rights; or (iv) Winda believes in good faith that such action is reasonably necessary to protect other Customers, Winda, or third parties.

13.4 Suspension and Other Measures. Winda may limit or temporarily or permanently suspend your use of or access to the Payment Services (i) to comply with applicable law, or the order or request of a court, law enforcement, or other administrative agency or governmental body, (ii) if you have breached these Payments Terms, the Terms, applicable laws, regulations or third-party rights, (iii) if you have provided inaccurate, fraudulent, outdated, or incomplete information regarding a Payment Method or Payout Method, (iv) for any amounts you owe under these Payments Term that are overdue or in default, or (v) if Winda believes in good faith that such action is reasonably necessary to protect the personal safety or property of Winda, its Customers, Service Providers, or third parties, or to prevent fraud or other illegal activity. Further, for unsuccessful payment due to card expiration, insufficient funds, or otherwise, we may temporarily suspend your access to the Payment Services until we can charge a valid Payment Method.

13.5 Appeal. If Winda takes any of the measures described in Sections 13.3 and 13.4 you may appeal such a decision by contacting customer service.

13.6 Effect of Termination. If you cancel your partnership with us as a Service Provider or Winda takes any of the measures described above, we may provide a full refund to any Customers with confirmed booking(s), and you will not be entitled to any compensation for pending or confirmed bookings that were canceled. If you cancel your Winda account as a Customer, Winda will initiate a refund for any confirmed booking(s) based on the Service Provider’s cancellation policy. If your access to or use of the Payment Services has been suspended or limited or this agreement has been terminated by us, you may not register a new Winda account or attempt to access and use the Payment Services through a Winda account of another Customer.

14. Governing Law and Dispute Resolution
These Terms are governed by and construed in accordance with Kenya law. If you are acting as a consumer and if mandatory statutory consumer protection regulations in your country of residence contain provisions that are more beneficial for you, such provisions shall apply irrespective of the choice of Kenyan law. As a consumer, you may bring any judicial proceedings relating to these Terms before the competent court of your place of residence or the competent court of Winda’s place of business in Kenya. If Winda wishes to enforce any of its rights against you as a consumer, we may do so only in the courts of the jurisdiction in which you are a resident. If you are acting as a business, you agree to submit to the exclusive jurisdiction of the Kenyan courts.
15. Dispute Resolution and Arbitration Agreement.

15.1 Overview of Dispute Resolution Process. Winda is committed to participating in a consumer-friendly dispute resolution process. To that end, these Terms provide for a two-part process for individuals to whom this Section 15 applies: (1) an informal negotiation directly with Winda’s customer service team (described in paragraph 15.2, below), and if necessary (2) a binding arbitration administered by the London Court of International Arbitration (“LCIA”). You and Winda each retain the right to seek relief in small claims court as an alternative to arbitration.

15.2 Mandatory Pre-Arbitration Dispute Resolution and Notification. At least 30 days prior to initiating an arbitration, you and Winda each agree to notify the other party of the dispute in writing and attempt in good faith to negotiate an informal resolution. You must send your notice of the dispute to Winda by mailing it to Winda’s address: P.O. Box 1345, 00606, Sarit Center, Westlands, Nairobi, Kenya. Winda will send its notice of dispute to the email address associated with your Winda account. A notice of dispute must include: the party’s name and preferred contact information, a brief description of the dispute, and the relief sought. If the parties are unable to resolve the dispute within the 30-day period, only then may either party commence arbitration by filing a written Demand for Arbitration with the LCIA and providing a copy to the other party as specified in the LCIA Rules.

15.3 Agreement to Arbitrate. You and Winda mutually agree that any dispute, claim or controversy arising out of or relating to these Terms or the applicability, breach, termination, validity, enforcement or interpretation thereof, or any use of the Winda Platform, Travel Services, or any Content (collectively, “Disputes”) will be settled by binding individual arbitration (the “Arbitration Agreement”). If there is a dispute about whether this Arbitration Agreement can be enforced or applies to our Dispute, you and Winda agree that the arbitrator will decide that issue.

15.4 Arbitration Rules and Governing Law. The arbitration will be administered by LCIA in accordance with the Consumer Arbitration Rules and/or other LCIA arbitration rules determined to be applicable by the LCIA.